Exhibit
10.1


 


Execution
Copy


 


SEVENTH AMENDMENT TO


THIRD
AMENDED AND RESTATED CREDIT AGREEMENT


AND
CONSENT OF GUARANTORS


 


This SEVENTH
AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND CONSENT OF
GUARANTORS (this “Amendment”) is dated as of August 6,
2008, and entered into by and among FLEETWOOD
ENTERPRISES, INC.  (“Fleetwood”),
FLEETWOOD HOLDINGS INC. (“Holdings”)  and its Subsidiaries listed on the signature pages hereof
(collectively, “Borrowers”), the banks and other financial institutions
signatory hereto that are parties as Lenders to the Credit Agreement referred
to below (the “Lenders”), and BANK OF AMERICA, N.A.,
as administrative agent and collateral agent (in such capacity, the “Agent”)
for the Lenders.


 


Recitals


 


Whereas,
Fleetwood, the Borrowers, the Lenders, and the Agent have entered into that
certain Third Amended and Restated Credit Agreement dated as of January 5,
2007, as amended by that certain First Amendment to Third Amended and Restated
Credit Agreement and Consent of Guarantors dated as of May 25, 2007, that
certain Second Amendment to Third Amended and Restated Credit Agreement and
Consent of Guarantors dated as of September 18, 2007, that certain Third
Amendment to Third Amended and Restated Credit Agreement and Consent of Guarantors
dated as of January 16, 2008, that certain Fourth Amendment to Third
Amended and Restated Credit Agreement and Consent of Guarantors dated as of March 5,
2008, that certain Fifth Amendment to Third Amended and Restated Credit
Agreement and Consent of Guarantors dated as of April 9, 2008, and that
certain Sixth Amendment to Third Amended and Restated Credit Agreement and
Consent of Guarantors dated as of April 24, 2008 (as amended, amended and
restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Any terms defined in the Credit Agreement and
not defined in this Amendment are used herein as defined in the Credit
Agreement;


 


Whereas, the
Borrowers have requested an amendment to the Credit Agreement to permit
Holdings and Fleetwood to guaranty mortgage Debt permitted by Section 7.13(s) of
the Credit Agreement; and


 


Whereas, the
Majority Lenders and the Agent are willing to agree to the amendment requested
by the Borrowers, on the terms and conditions set forth in this Amendment;


 


Now
Therefore, in consideration of the premises and the
mutual agreements set forth herein, Fleetwood, the Borrowers, the Lenders, and
the Agent agree as follows:


 


1.     AMENDMENTS TO CREDIT
AGREEMENT.  Subject to the
conditions and upon the terms set forth in this Amendment and in reliance on
the representations and 


 

















 


warranties of Fleetwood and the
Borrowers set forth in this Amendment, the Credit Agreement is hereby amended
as follows:


 


1.1   Amendment to Section 7.12.    Section 7.12
shall be amended by deleting clause (h) and the word “and” immediately
preceding clause (h) and replacing it with the following:


 


“(h) Guaranties by Fleetwood of
mortgage Debt permitted to be incurred pursuant to Section 7.13(s),
provided that such Guaranty shall not be secured by any property other
than the property pledged by the primary obligor securing the underlying
mortgage Debt; and (i) other Guaranties in an aggregate amount not to
exceed $10,000,000 at any time in effect.”


 


 


2.     REPRESENTATIONS AND
WARRANTIES OF FLEETWOOD AND THE BORROWERS. 
In order to induce the Lenders and the Agent to enter into
this Amendment, each of Fleetwood and each Borrower represents and warrants to
each Lender and the Agent that the following statements are true, correct and
complete:


 


2.1   Power and Authority.  Each of the Loan Parties has all corporate
power and authority to enter into this Amendment and, as applicable, the
Consent of Guarantors attached hereto (the “Consent”), and to carry out
the transactions contemplated by, and to perform its obligations under or in
respect of, the Credit Agreement.


 


2.2   Corporate Action.  The execution and delivery of this Amendment
and the Consent and the performance of the obligations of each Loan Party under
or in respect of the Credit Agreement as amended hereby have been duly
authorized by all necessary corporate action on the part of each of the Loan
Parties.


 


2.3   No Conflict or Violation or Required Consent or
Approval.  The execution
and delivery of this Amendment and the Consent and the performance of the
obligations of each Loan Party under or in respect of the Credit Agreement as
amended hereby do not and will not conflict with or violate (a) any
provision of the governing documents of any Loan Party or any of its Subsidiaries,
(b) any Requirement of Law, (c) any order, judgment or decree of any
court or other governmental agency binding on any Loan Party or any of its
Subsidiaries, or (d) any indenture, agreement or instrument to which any
Loan Party or any of its Subsidiaries is a party or by which any Loan Party or
any of its Subsidiaries, or any property of any of them, is bound, and do not
and will not require any consent or approval of any Person.


 


2.4   Execution, Delivery and Enforceability.  This Amendment and the Consent have been duly
executed and delivered by each Loan Party which is a party thereto and are the
legal, valid and binding obligations of such Loan Party, enforceable in
accordance with their terms, except as enforceability may be affected by
applicable bankruptcy, insolvency, and similar proceedings affecting the rights
of creditors generally, and general 


 


2

















 


principles
of equity.  The Agent’s Liens in the
Collateral continue to be valid, binding and enforceable first priority Liens
which secure the Obligations.


 


2.5   No Default or Event of Default.  No event has occurred and is continuing or
will result from the execution and delivery of this Amendment or the Consent
that would constitute a Default or an Event of Default.


 


2.6   Representations and Warranties.  Each of the representations and warranties
contained in the Loan Documents is and will be true and correct in all material
respects on and as of the date hereof and as of the effective date of this Amendment,
except to the extent that such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete
in all material respects as of such earlier date.


 


3.     CONDITIONS TO
EFFECTIVENESS OF THIS AMENDMENT.  This
Amendment, and the consents and approvals contained herein, shall be effective
only if and when signed by, and when counterparts hereof shall have been
delivered to the Agent (by hand delivery, mail or telecopy) by, Fleetwood, the
Borrowers and each Lender and only if and when each of the following conditions
is satisfied:


 


3.1   Consent of Guarantors.  Each of the Guarantors shall
have executed and delivered to the Agent the Consent.


 


3.2   No Default or Event of Default; Accuracy of
Representations and Warranties. 
No Default or Event of Default shall exist and each of the
representations and warranties made by the Loan Parties herein and in or
pursuant to the Loan Documents shall be true and correct in all material
respects as if made on and as of the date on which this Amendment becomes
effective (except that any such representation or warranty that is expressly
stated as being made only as of a specified earlier date shall be true and
correct as of such earlier date), and the Borrowers shall have delivered to the
Agent a certificate confirming such matters.


 


3.3   Delivery of Documents.  The Agent shall have received such
documents as the Agent may reasonably request in connection with this
Amendment.


 


4.     EFFECTIVE DATE.  This
Amendment shall become effective (the “Effective Date”) on the date of
the satisfaction of the conditions set forth in Section 3.


 


5.     EFFECT OF AMENDMENT;
RATIFICATION.  This Amendment
is a Loan Document.  From and after the
date on which this Amendment becomes effective, all references in the Loan
Documents to the Credit Agreement shall mean the Credit Agreement as amended
hereby.  Except as expressly amended
hereby or waived herein, the Credit Agreement and the other Loan Documents,
including the Liens granted thereunder, shall remain in full force and effect,
and all terms and provisions thereof are hereby ratified and confirmed.


 


6.     Each of Fleetwood and the Borrowers
confirms that as amended hereby, each of the Loan Documents is in full force
and effect, and that none of the Credit Parties has any defenses, setoffs or
counterclaims to its Obligations.


 


3

















 


7.     APPLICABLE LAW.  THE VALIDITY, INTERPRETATIONS AND
ENFORCEMENT OF THIS AMENDMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION
WITH THIS AMENDMENT, WHETHER SOUNDING IN CONTRACT, TORT, EQUITY OR OTHERWISE,
SHALL BE GOVERNED BY THE INTERNAL LAWS AND DECISIONS OF THE STATE OF
CALIFORNIA; PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.


 


8.     NO WAIVER.  The execution, delivery and
effectiveness of this Amendment does not constitute a waiver of any Default or
Event of Default, amend or modify any provision of any Loan Document except as
expressly set forth herein or constitute a course of dealing or any other basis
for altering the Obligations of any Loan Party.


 


9.     COMPLETE AGREEMENT.  This Amendment sets forth the
complete agreement of the parties in respect of any amendment to any of the
provisions of any Loan Document or any waiver thereof.  The execution, delivery and effectiveness of
this Amendment do not constitute a waiver of any Default or Event of Default,
amend or modify any provision of any Loan Document except as expressly set
forth herein or constitute a course of dealing or any other basis for altering
the Obligations of any Loan Party.


 


10.   CAPTIONS;
COUNTERPARTS.  The catchlines
and captions herein are intended solely for convenience of reference and shall
not be used to interpret or construe the provisions hereof.  This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts
(including by telecopy), all of which taken together shall constitute but one
and the same instrument.


 


[signatures follow; remainder of page intentionally
left blank]


 


4

















 


IN WITNESS WHEREOF,
each of the undersigned has duly executed this Amendment as of the date set
forth above.


 




	
  BORROWERS

  	
   

  	
  FLEETWOOD HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF ARIZONA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF CALIFORNIA, 

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF FLORIDA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF GEORGIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF IDAHO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF INDIANA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF KENTUCKY, 

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF NORTH 

  CAROLINA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF OREGON, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF 

  PENNSYLVANIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF TENNESSEE, 

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF TEXAS, L.P.

  By: FLEETWOOD GENERAL PARTNER

  OF TEXAS, INC., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF VIRGINIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES OF WASHINGTON, 

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD MOTOR HOMES OF 

  CALIFORNIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD MOTOR HOMES OF 

  INDIANA, INC.

  






 


Seventh Amendment and Consent of
Guarantors


 


S-1

















 




	
   

  	
   

  	
  FLEETWOOD MOTOR HOMES OF 

  PENNSYLVANIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF 

  CALIFORNIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF 

  INDIANA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF 

  KENTUCKY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF 

  MARYLAND, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF 

  OHIO, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF 

  OREGON, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD TRAVEL TRAILERS OF 

  TEXAS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD FOLDING TRAILERS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GOLD SHIELD, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GOLD SHIELD OF INDIANA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  HAUSER LAKE LUMBER OPERATION, 

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONTINENTAL LUMBER PRODUCTS, 

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD GENERAL PARTNER OF 

  TEXAS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FLEETWOOD HOMES INVESTMENT, INC.

  






 


 


	
   

  	
  By: 

  	
   /s/ Boyd R. Plowman

  
	
   

  	
  Name: 

  	
   Boyd R. Plowman

  
	
   

  	
  Title: 

  	
  Exec. V.P. and Chief Financial Officer

  



 


S-2

















 


	
  GUARANTOR

  	
  FLEETWOOD ENTERPRISES, INC., as the 

  Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Boyd R. Plowman

  
	
   

  	
  Name: 

  	
   Boyd R.
  Plowman

  
	
   

  	
  Title: 

  	
  Exec. V.P. and Chief Financial Officer

  



 


S-3






 












 


IN
WITNESS WHEREOF,
each of the undersigned has duly executed this Amendment as of the date set
forth above.


 




	
   

  	
  BANK OF AMERICA, N.A., as the Agent
  and 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Todd Eggertsen

  
	
   

  	
  Name: 

  	
  Todd Eggertsen

  
	
   

  	
  Title: 

  	
  Vice President

  






 


S-4

















 




	
   

  	
  WELLS FARGO FOOTHILL, INC., fka 

  
	
   

  	
  FOOTHILL CAPITAL CORPORATION, as 

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Juan Barrera

  
	
   

  	
  Name: 

  	
  Juan Barrera

  
	
   

  	
  Title: 

  	
  Vice President

  






 


S-5

















 




	
   

  	
  TEXTRON FINANCIAL CORPORATION, 

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Norbert Schmidt

  
	
   

  	
  Name: 

  	
  Norbert Schmidt

  
	
   

  	
  Title: 

  	
  Senior Account Executive

  






 


S-6

















 




	
   

  	
  PNC BANK, NATIONAL ASSOCIATION, as 

  
	
   

  	
  a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title: 

  	
   

  






 


S-7

















 




	
   

  	
  WACHOVIA CAPITAL FINANCE 

  
	
   

  	
  CORPORATION (WESTERN), as a Lender

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title: 

  	
   

  






 


S-8

















 


CONSENT
OF GUARANTORS


 


Each
of the undersigned is a Guarantor of the Obligations of the Borrowers under the
Credit Agreement and hereby (a) consents to the foregoing Amendment, (b) acknowledges
that notwithstanding the execution and delivery of the foregoing Amendment, the
obligations of each of the undersigned Guarantors are not impaired or affected
and the Guaranties continue in full force and effect, and (c) ratifies its
Guaranty and each of the Loan Documents to which it is a party.


 


IN
WITNESS WHEREOF, each of the undersigned has executed and delivered this
CONSENT OF GUARANTORS as of the 6th day of August, 2008.


 


 




	
  GUARANTORS

  	
  FLEETWOOD
  ENTERPRISES, INC.

  
	
   

  	
  FLEETWOOD
  CANADA LTD.

  
	
   

  	
  FLEETWOOD
  INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   /s/ Boyd R. Plowman

  
	
   

  	
  Name: 

  	
  Boyd R. Plowman

  
	
   

  	
  Title: 

  	
  Exec. V.P. and
  Chief Financial Officer

  






 


S-9

















 


Execution Copy


 


CERTIFICATE OF BORROWERS


 


The undersigned, the Executive Vice President and
Chief Financial Officer of FLEETWOOD ENTERPRISES, INC. (the “Company”),
hereby certifies, as of August 6, 2008, as follows in the name and on
behalf of the Company, in accordance with the Third Amended and Restated Credit
Agreement dated as of January 5, 2007 by and between the Company as a
Guarantor, Fleetwood Holdings Inc. (“Holdings”) and certain Subsidiaries
of Holdings (each of Holdings and each such Subsidiary individually, a “Borrower”
and, collectively, the “Borrowers”), Bank of America, N.A., in its
capacity as administrative agent for the Lenders (in such capacity, the “Agent”)
and the Lenders named therein, as amended by that certain First Amendment to
Third Amended and Restated Credit Agreement and Consent of Guarantors dated as
of May 25, 2007, as amended by that certain Second Amendment to Third Amended
and Restated Credit Agreement and Consent of Guarantors dated as of September 18,
2007, as amended by that certain Third Amendment to Third Amended and Restated
Credit Agreement and Consent of Guarantors dated as of January 15, 2008,
as amended by that certain Fourth Amendment to Third Amended and Restated
Credit Agreement and Consent of Guarantors dated as of March 5, 2008, as
amended by that certain Fifth Amendment to Third Amended and Restated Credit
Agreement and Consent of Guarantors dated as of April 9, 2008, as amended
by that certain Sixth Amendment to Third Amended and Restated Credit Agreement
and Consent of Guarantors dated as of April 24, 2008, and as amended by
that certain Seventh Amendment to Third Amended and Restated Credit Agreement
and Consent of Guarantors dated as of August 6, 2008 (as amended, amended
and restated, extended, supplemented or otherwise modified from time to time,
the “Credit Agreement”):(1)


 


1.          No Default or Event of Default has occurred and is
continuing as of August 6, 2008;


 


2.          Each of the representations and warranties made by the Loan
Parties in or pursuant to that certain Seventh Amendment to Third Amended and
Restated Credit Agreement and Consent of Guarantors dated as of August 6,
2008 (the “Amendment”) and in or pursuant to the Loan Documents is true and
correct in all material respects as if made on and as of August 6, 2008
(except that any such representation or warranty that is expressly stated as
being made only as of a specified earlier date shall be true and correct as of
such earlier date);


 


3.                             All conditions
set forth in Section 3 of the Amendment have been satisfied.


 


[Remainder of page intentionally left blank]


 






(1)                                Unless otherwise defined
herein, all capitalized terms shall have the meanings given them in the Credit
Agreement. This Certificate is a Loan Document.


 

















 


IN
WITNESS WHEREOF, the undersigned have
executed and delivered this certificate as of the day and year first above
written.


 


	
   

  	
  FLEETWOOD ENTERPRISES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Boyd R. Plowman

  
	
   

  	
  Name:

  	
  Boyd R. Plowman

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
  Financial Officer

  



 


Certificate of Borrowers


 


S-1